09:47     MEDTECH GROUP<01031>-Announcement & Resumption of Trading-4         

    (b)     HK$75 million of which will be paid by Next                       
    Champion as the second instalment deposit within                          
    three business days after the two-week due diligence                      
    work completed by Next Champion where such due                            
    diligence work will commence upon receipt of                              
    information from the Vendors within 5 days after the                      
    signing of the Provisional Sale and Purchase                              
    Agreement provided that in the event the Purchaser,                       
    after the due diligence work, consider that it is                         
    inappropriate to proceed with the Acquisition, the                        
    Acquisition shall be cancelled; and                                       
                                                                              
    (c)     the remaining balance of HK$625 million will be                   
    paid by Next Champion to the Vendors upon completion                      
    of the Acquisition; and                                                   
                                                                              
    (ii)    as to the remaining balance of HK$500 million                     
    by the issue of not more than 1,100,000,000 new Shares                    
    to the Vendors (in their capacities as the                                
    shareholders of Hang Huo Holdings) (i.e. equivalent                       
    to HK$0.4545 per Consideration Share).                                    
                                                                              
    The Consideration will be adjusted such that any                          
    liabilities, which will be based on the audited                           
    completion accounts on the date of completion of the                      
    Acquisition, will be deducted from the Consideration.                     
    The Vendors represented that such liabilities would                       
    not be more than HK$160 million which were based on                       
    an estimation of the outstanding bank loans of Hang                       
    Huo Hotel on the date of completion of the Acquisition.                   
    Any such adjustment will be made by corresponding                         
    deduction of the cash Consideration of HK$750                             
    million.                                                                  
                                                                              
    The cash Consideration of HK$750 million has                              
    been/will be financed as to approximately HK$272.2                        
    million by internal resources of the Group as under                       
    the fund raising by the top-up placing of shares as                       
    announced by the Company on 17 December 2004 and as                       
    to the balance of HK$477.8 million by further fund                        
    raising exercises or bank financing on or before                          
    completion of the Acquisition. As at the date of this                     
    announcement, the Company is considering some fund                        
    raising exercises, including placing of shares or                         
    debts, however no decision has been made. An                              
    announcement will be made by the Company for any fund                     
    raising exercise in compliance with the Listing                           
    Rules.                                                                    
                                                                              
    The 1,100,000,000 Consideration Shares will be issued                     
    as part of the consideration for the Acquisition at                       
    the price of HK$0.4545 per Consideration Share,                           
    representing (i) a discount of approximately 15.83%                       
    to the closing price of the Shares of HK$0.54 on 5                        
    January 2005, being the last trading day immediately                      
    before the publication of this announcement; (ii) a                       
    discount of approximately 14.41% to the 5-day average                     
    closing price of the Shares of approximately HK$0.531                     
    taking into account the trading days immediately                          
    before the publication of this announcement; and (iii)                    
    a discount of approximately 8.09% to the 10-day                           
    average closing price of the Shares of approximately                      
    HK$0.4945 taking into account the trading days                            
    immediately before the publication of this                                
    announcement. Based on the closing price of the Shares                    
    of HK$0.54 on 5 January 2005, being the last trading                      
    day immediately before the publication of this                            
    announcement, the value of the Consideration Shares                       
    amounts to HK$594,000,000. The number of                                  
    Consideration Shares represents approximately 11.55%                      
    of the existing issued share capital of the Company                       
    and approximately 10.35% of the then issued share                         
    capital of the Company as enlarged by the issue of                        
    the Consideration Shares.